CONTRACT 6006 Vender AgreementAgreement No. 6006
MASTER AGREEMENT
Name:
Kanopy
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Institution Contact:
El Segundo Public Library
r�ln�sfitutlon
Address:
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781 Beach Street Level
San Francisco, CA 94109
Phone:
Mark Harberi/Kristina Kora-Beckman
Email:
mherberi@e;segundo.orgfkbeckman@elsegundo.org
This Master Agreement is made and entered into as of the Effective Date set forth below by and between Kanopy LLC, a Delaware limited
liability company with a place of business Level 4, 781 Beach Street, San Francisco, CA 94109 ("Ka_ nnnv"J, and the institution identified above
("Instituti nn").
Overview
Kanopy streams and makes available digital video content, including associated audio, graphics, text, images and other data and content, to
universities, colleges, schools, public libraries, corporations and other institutions for access and use pursuant to applicable access and license
terms. As permitted by an order between Kanopy and an institution, Kanopy may also host and stream digital video content uploaded by the
institution where such institution holds all necessary rights and permissions to enable Kanopy to host and stream such content. Kanopy streams
and makes digital video content available through various platforms, including its website at www.kanopy.com, the Kanopy iOS and Android mobile
apps, the Kanopy channel on Roku, and other modes of access that are available now or may become available in the future.
Kanopy and Institution may enter into one or more order forms under this Agreement (as defined below) for access to and use of digital
content hosted or streamed by Kanopy. As appropriate, each order form will specify the title(s), product(s), fees, period or term of access, and any
special usage rights and/or restrictions and other terms relevant to the order. Each such order form will be governed by the terms and conditions
of this Agreement.
This Master Agreement consists of: (a) the attached Terms and Conditions; (b) any order forms entered into hereunder between Kanopy
and Institution; and (c) this signature page (collectively, the "Agreement"). In the event of any conflict between or among the various components
of this Agreement, the terms and conditions of each component shall take precedence in the order listed above; provided, hnwPver" that any
conflict with respect to restrictions on access to or use of materials provided by Kanopy shall be resolved In the manner that gives broadest effect
to such restrictions.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the Effective Date by its duly authorized
representative,
KANOPY LLC
INSTITUTION
CITY OpFyEL SEGUNDO/EL SEGUNDO PUBLIC LIBRARY
By:
Name: Melissa McCollum
Name: AlperTuken
Title: Community Services Director
Title: CFO ( L 2V Effective Date:
AP ,RQVED S TO FORM)
C; I ;I nc0 :: y
�_
ATTEST
for
City Clerk
City of El Segundo
Page 1 of 1
Agreement No. 6006
1. Definitions
(a) "Acres. Term" means the period of time set forth in
each Order Form during which the Offerings or, as applicable,
Institution Content covered by such Order Form will be hosted and
streamed by Kanopy pursuant to this Agreement.
(b) "Credentials" means any user accounts, passwords
and other authentication credentials associated with access to or use of
the Service by Institution or End Users.
(c) "End User" means: (i) any student, teacher,
professor, patron, employee or staff member affiliated with institution;
(ii) any authorized visitor physically present at the facilities of
Institution; and (iii) with respect to any Institution that is a library
established for use by the general public and maintained primarily
through public funds, any individual who is a member of such
Institution.
(d) " means any content provided
by institution pursuant to this Agreement for hosting and streaming by
Kanopy.
(e) e'tUtjQa_ '.a.liil^iec" means Credentials and any
account, hardware, system or other facility within Institution's custody
or control.
(f) "Offerine" means any Product or Title.
(g) L i t1,A means an order form, invoice or other
ordering document entered into between the parties pursuant to this
Agreement specifying the Offerings, Institution Content, fees and
payment terms, special usage rights and restrictions and other terms
relevant to the order.
(h) "Product" means each product identified in an
Order Form that Kanopy will make accessible to Institution pursuant to
this Agreement, including: (i) any package or collection oftitles or other
content made accessible to institution via subscription, patron -driven
acquisition (PDA), pay -per -use (PPU) or other such models; and (P) any
other product that Kanopy may offer.
(i) 'I ndae" means the service through which Kanopy
hosts and makes accessible Offerings and, as applicable, Institution
Content.
(j) "T rri orv" means the geographical area designated
as the Territory in an Order Form or, if no such area is designated in an
Order Form, the country in which Institution is domiciled.
(k) "IitLe" means each film, video or other content
(excluding Institution Content) identified in an Order Form that Kanopy
will make accessible to Institution pursuant to this Agreement.
2. Grant of Rights and Restrictions
(a) Grant of Rights. During the applicable Access Term
and subject to Institution's compliance in all material respects with the
terms and conditions of this Agreement, Kanopy hereby grants
Institution a limited, non-exclusive, non-sublicensable right and license
to allow End Users within the designated Territory to view Offerings
and, as applicable, Institution Content in real-time within the Service.
(b) Rpstr. ictioa . All rights granted under this Agreement
may only be exercised for non-commercial personal or educational use.
Institution shall not: (i) use, archive, capture, reproduce, modify, adapt,
create derivative works from, publicly perform, publicly display,
distribute, make, have made, assign, pledge, transfer or otherwise grant
rights to the Service or any Offering, except as expressly permitted
under this Agreement; (ii) translate or reverse engineer, decompile,
decode or otherwise attempt to derive the source code, architectural
framework or data records of any software within or associated with
the Service; (iii) frame or utilize any framing technique to enclose any
content within the Service; (iv) access the Service for the purpose of
benchmarking or developing, marketing, selling or distributing any
product or service that competes with or includes features substantially
similar to the Service or any products or services offered by Kanopy; (v)
rent, lease, lend or sell the Service, or otherwise provide access to the
Service as part of a service bureau or similar fee -for -service purpose; (vi)
make the Service or any Offering accessible to anyone who is not an End
User; (vii) remove or obscure any proprietary notice that appears within
the Service or any Offering; or (viii) use the Service in any way that does
not comply in all material respect with the terms and conditions of this
Agreement and all applicable laws and regulations.
(c) Policies In addition to the terms and conditions of
this Agreement, access to and use of the Service shall comply with and
be subject to any terms of service, acceptable use policy, privacy policy,
end user license agreement and other guidelines instituted by Kanopy
or its licensors or service providers.
(d) Institution and End Users
shall be solely responsible for obtaining, configuring and maintaining
any hardware, network connectivity and third -party software required
to access the Service, including computers, operating systems, web
browsers and storage devices.
(e) ProteCtion. Institution shall be solely responsible for
protecting the confidentiality of Credentials and all activities
undertaken using Institution Facilities- In the event that Institution
becomes aware of any unauthorized use of the Service through
Institution Facilities, Institution shall promptly give written notice to
Kanopy of such unauthorized use and make reasonable efforts to
eliminate such unauthorized use. Institution shall implement and
maintain appropriate security policies and procedures and access
control methodologies to safeguard access to the Service through
Institution Facilities and to limit access to the Service to End Users,
3. Institution Content
(a) Grant of Rights. As specified in an applicable Order
Form, Institution may upload Institution Content to the Service for
hosting and streaming by Kanopy pursuant to this Agreement. During
the applicable Access Term, Institution hereby grants Kanopy a limited,
non-exclusive, non-sublicensable, royalty -free right and license to host,
stream, exhibit, transmit, reproduce, publicly perform, publicly display
and project Institution Content as necessary to make Institution Content
available for viewing by End Users within the Service.
(b) Asssifanc s. institution represents and warrants
that: (i) it holds all necessary rights (including all intellectual property
rights) and permissions to grant the rights under this Section 3 to
Kanopy; and (ii) Institution Content does not violate any applicable laws
or any rights of another party, including any laws relating to defamation
or indecency and any intellectual property or right of privacy or
publicity.
(c) i si.rjon_t7wnefsNo. Kanopy acknowledges and
agrees that, as between Institution and Kanopy, Institution (or its
licensors) owns all rights, title and interest (including all intellectual
property) in and to Institution Content.
4. Fees and Taxes
(a) Lees. Institution shall pay Kanopy the applicable
fees set forth in each Order Form pursuant to the payment terms
therein. If an Order Form does not specify payment terms, then
payments thereunder shall be due net thirty (30) days after invoice.
Amounts not paid when due shall be subject to interest at the rate of
one and a half percent (1.5%) per month or the maximum rate
permitted by law, whichever is less.
(b) Taxes. Any and all amounts payable hereunder by
Institution are exclusive of any sales, use, value-added, excise or other
similar taxes (collectively, "Taxes'). Institution shall be solely
responsible for paying all applicable Taxes. If Kanopy has the legal
obligation to collect any Taxes, Institution shall reimburse Kanopy upon
invoice by Kanopy. If institution is required by law to withhold any taxes
from its payments to Kanopy, Institution shall provide Kanopy with an
official tax receipt or other appropriate documentation to support such
payments and take reasonable steps to minimize such payments.
S. Intellectual Property
(a) o=, Qwnmhjp. Institution acknowledges and
agrees that, as between Kanopy and Institution, Kanopy (or its licensors)
owns all rights, title and interest (including all intellectual property) in
and to the Service and Offerings. Kanopy reserves all rights not
expressly granted under this Agree ment.Sugg stQ ions. If Institution
elects to provide or make available to Kanopy any suggestions,
comments, ideas, improvements or other feedback relating to the
Service or Offerings ("Suggestions'), Kanopy shall be free to use,
Page 2 of 2
Agreement No. 6006
disclose, reproduce, have made, modify, license, transfer and otherwise
utilize and distribute Suggestions in any manner, without credit or
compensation to Institution.
6. Term and Termination
(a) Trrm. The term for this Agreement shall commence
on the Effective Date and continue in effect until terminated by Kanopy
or Institution in accordance with this Agreement.
(b) Stigpeasion. Kanopy reserves the right to suspend
Institution's and any End User's access to and use of the Service and
Offerings in the event of any: (i) actual or reasonably suspected breach
of Section 2 by Institution or any End User; ro�videddhowever, that
Kanopy, where applicable, will use commercially reasonable efforts to
limit suspension to each End User in breach of Section 2 or 3(b) and
restore access upon elimination of the relevant breach; or (ii) failure by
Institution to make any payment when due under this Agreement;
provided however_ that Kanopy will restore access upon Institution's
payment of all outstanding fees.
(c) Termination. Notwithstanding anything to the
contrary, this Agreement may be terminated as follows: (i) by either
party upon written notice to the other party; provided however, that
no Order Form is then in effect; (ii) upon a material breach of this
Agreement by a party, which breach is not cured within thirty (30) days
after receipt of written notice from the other party; or (iii) by either
party in the event the other party becomes insolvent or bankrupt;
becomes the subject of any proceedings under bankruptcy, insolvency
or debtor's relief law; has a receiver or manager appointed; makes an
assignment for the benefit of creditors; or takes the benefit of any
applicable law or statute in force for the winding up or liquidation of
such party's business.
(d) Survival. Any provision that, by its terms, is intended
to survive the expiration or termination of this Agreement shall survive
such expiration or termination, including Sections: 3(b)(Assurances); 4
(Fees and Taxes); 5 (intellectual Property); 6(d) (Survival); 7
(Representations and Warranties); 8 (Indemnification); 9 (Disclaimer of
Warranties); 10 (Limitation of Liability); and 11 (Miscellaneous).
7. Representations and Warranties
Kanopy and institution each represents and warrants to the
other that: (a) it has the necessary power and authority to enter into
this Agreement; (b) the execution and performance of this Agreement
have been authorized by all necessary corporate or institutional action;
(c) entry into and performance of this Agreement will not conflict with
any provision of law or the certificate of incorporation, bylaws or
comparable organizational documents of such party; (d) no action by
any governmental entity is necessary to make this Agreement valid and
binding upon such party; and (e) it possesses all governmental licenses
and approvals necessary to perform its obligations under this
Agreement.
8. Indemnification
(a) tnj" . To the extent permitted by
applicable law, each party agrees that the other party and its affiliates
and licensors (collectively, ' rJ ") shall have no liability
for, and each party shall indemnify, defend and hold the other party's
Indemnified Parties harmless against, any loss, damage, cost, liability
and expense (including reasonable attorneys' fees) finally awarded by a
court of competent jurisdiction or paid in settlement to the extent
arising from any action or claim of a third party based upon a party's
breach of Section 2(b) or 3(b) or infringement of such third party's
copyright attributable to any materials provided by the party under this
Agreement; providedhow�_ever,• that Kanopy shall have no obligation to
indemnify Institution from any loss, damage, cost, liability or expense to
the extent it arises from: (i) access to or use of the Service or any
Offering in a manner that does not comply in all material respects with
the terms and conditions of this Agreement or applicable laws or
regulations; (ii) use of the Service or any Offering in combination with
any materials not provided or approved by Kanopy; or (iii) Institution
Content. In the event that the Service or any Offering becomes the
subject of an indemnified claim or Kanopy reasonably determines that
any Offering is likely to become the subject of an indemnified claim,
Kanopy may, at its sole discretion: (1) procure for Institution a license as
necessary for Institution to exercise the rights granted by Kanopy under
this Agreement; (2) modify or replace the Service or Offering to avoid
infringement, r°y�d_ however, that the Service or Offering as
modified or replaced remains materially the same; or (3) issue to
Institution a pro-rata refund of fees paid by Institution for the Service or
Offering based upon the remainder of the Access Term.
(b) Procedure. The indemnified party shall: (i) give the
indemnifying party prompt written notice of any indemnified claim;
rovidedhowever that failure of the indemnified party to give such
prompt written notice shall not relieve the indemnifying party of any
obligation to indemnify pursuant to this Section 8, except to the extent
the indemnifying party has been prejudiced thereby; (ii) cooperate fully
with the indemnifying party, at the indemnifying party's expense, in the
defense or settlement of any indemnified claim; and (iii) give the
indemnifying party sole and complete control over the defense or
settlement of any indemnified claim; rc,�d_ however, that any
settlement must include a complete release of the indemnified party
without requiring the indemnified party to make any payment or bear
any obligation.
9. DISCLAIMER OF WARRANTIES
THE SERVICE, OFFERINGS AND ALL OTHER MATERIALS PROVIDED
BY KANOPY UNDER THIS AGREEMENT (COLLECTIVELY, "KANOPY
MATFRIAI S") ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL
FAULTS." KANOPY, TO THE MAXIMUM EXTENT PERMITTED BY LAW,
EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS
(EXCEPT AS SET FORTH IN SECTION 7), EXPRESS OR IMPLIED,
INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY WARRANTY WITH
RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS
OF THE KANOPY MATERIALS, OR THAT USE OF THE KANOPY MATERIALS
WILL BE ERROR -FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES
OR WILL MEET INSTITUTION'S OR END USERS' REQUIREMENTS,
10. LIMITATION OF LIABILITY
OTHER THAN WITH RESPECT TO KANOPY'S INDEMNIFICATION
OBLIGATIONS UNDER SECTION 8(a): (A) IN NO EVENT SHALL KANOPY OR
ITS AFFILIATES AND LICENSORS BE LIABLE FOR ANY INCIDENTAL,
INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST
PROFITS OR COST OF COVER, ARISING FROM OR RELATING TO THIS
AGREEMENT, INCLUDING DAMAGES ARISING FROM ANY TYPE OR
MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LASS OCCASIONED
BY OR RESULTING FROM ANY ACCESS TO OR USE OF OR INABILITY TO
ACCESS OR USE THE KANOPY MATERIALS, SUCH AS ANY MALFUNCTION,
DEFECT OR FAILURE OF ANY KANOPY MATERIALS, EVEN IF KANOPY HAD
ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH
DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEEABLE; AND (B) IN NO EVENT SHALL KANOPY'S AGGREGATE
LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES
RECEIVED BY KANOPY FROM INSTITUTION UNDER THIS AGREEMENT IN
THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE
ON WHICH THE EVENTS GIVING RISE TO LIABILITY AROSE.
11. Miscellaneous
(a) its tdes „ The relationship between
Kanopy and Institution established by this Agreement is solely that of
independent contractors. Neither party is in any way the partner or
agent of the other, nor is either party authorized or empowered to
create or assume any obligation of any kind, implied or expressed, on
behalf of the other party, without the express prior written consent of
such other party.
(b) Notice. All notices, demands and other
communications to be given or delivered under or by reason of the
provisions of this Agreement shall be in writing and sent to the parties
as follows: (i) if to Kanopy, at the address set forth for Kanopy in the
signature page herein, Attn: Legal Department, or, if different, in the
most recent Order Form; (ii) if to Institution, at the address set forth for
Institution in the signature page herein or, if different, in the most
recent Order Form.
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Agreement No. 6006
(c) A,41ggent. Institution may not assign this
Agreement, or assign or delegate any right or obligation hereunder, by
operation of law or otherwise without the prior written consent of
Kanopy. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted
assigns.
(d)'ctt Nothing in this
Agreement shall confer any rights upon any person or entity other than
the parties hereto and their respective successors and permitted
assigns.
(e) Interpretation. For the purposes of this Agreement:
(1) the words "such as," "include," "includes" and "including" shall be
deemed to be followed by the words "without limitation;" (ii) the word
"or" is not exclusive; and (iii) the words "herein," "hereof," "hereby,"
"hereto" and "hereunder" refer to this Agreement as a whole. This
Agreement shall be construed without regard to any presumption or
rule requiring construction or interpretation against the party drafting
an instrument or causing any instrument to be drafted.
(f) e 11f. This Agreement contains the
entire agreement of the parties with respect to the subject matter
hereof and supersedes all previous or contemporaneous oral or written
negotiations or agreements with respect to such subject matter.
(g) Ameadnlenj. This Agreement may not be amended
except in a writing executed by an authorized representative of each
party,
(h) Severahilitv_, If any provision of this Agreement shall
be held to be invalid or unenforceable under applicable law, then such
provision shall be construed, limited, modified or, if necessary, severed
to the extent necessary to eliminate its invalidity or unenforceability,
without in any way affecting the remaining parts of this Agreement.
(i) Governing fay",. This Agreement shall be governed
by and construed and enforced, without regard to conflict of laws
principles, in accordance with: (1) if Institution is domiciled in the United
States or Canada, the laws of the state or province in which Institution is
domiciled; or (ii) if Institution is domiciled outside the United States and
Canada, the laws of the country in which Institution is domiciled, The
United Nations Convention on Contracts for the International Sale of
Goods is specifically excluded from application to this Agreement.
Q) No waiver, The failure of either party to require
strict performance by the other party of any provision hereof shall not
affect the full right to require such performance at any time thereafter,
nor shall the waiver by either party of a breach of any provision hereof
be taken or held to be a waiver of the provision itself. Any waiver of the
provisions of this Agreement, or of any breach or default hereunder,
must be set forth in a written instrument signed by the party against
which such waiver is to be enforced-
(k) This section applies to
access to or use of the Service by a branch or agency of the United
States Government ("U.S. ;ov rnmpn "). The Service includes
"commercial computer software" and "commercial computer software
documentation" as such terms are used in 48 C.F.R. 12,212 and qualifies
as "commercial items" as defined in 48 C.F.R. 2.101. Such items are
provided to the United States Government: (i) for acquisition by or on
behalf of civilian agencies, consistent with the policy set forth in 48
C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the
Department of Defense, consistent with the policies set forth in 48
C.F.R. 227.7202-1 and 227.7202-3. The U.S. Government shall acquire
only those rights set forth in this Agreement with respect to the such
items, and any access to or use of the Service by the U.S. Government
constitutes: (1) agreement by the U.S. Government that that such items
are "commercial computer software" and "commercial computer
software documentation" as defined in this section; and (2) acceptance
of the rights and obligations herein.
(1) Force M1jpurp, Except with respect to payment
obligations under Section 4, neither party shall be liable for any failure
to perform under this Agreement to the extent due to any act of God,
fire, casualty, flood, war, strike, lock out, failure of public utilities,
injunction or any act, exercise, assertion or requirement of any
governmental authority, epidemic, destruction of production facilities,
insurrection or any other cause beyond the reasonable control of the
party invoking this provision.
(m) Lr n("fdent__,__iaU)4. Each party acknowledges and agrees
that it shall treat the terms and conditions of this Agreement, including
any pricing information, as confidential information and not disclose
such information to any third party except to the extent required by
applicable law. For the avoidance of doubt, the parties acknowledge
and agree that Kanopy may identify Customer as a Kanopy customer,
and Customer may identify Kanopy as a provider of content to
Customer.
(n) Cou etnart;. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same agreement.
Page 4 of 4
Agreement No. 6006
kanopy
1.7.21
RE: Kanopy Video Streaming Proposal
Hi Team El Segundo!
Kanopy
781 Beach Street, Level 4
San Francisco
CA, 94109
This letter outlines Kanopy's public library service, and includes a proposal deploy Kanopy in your system (with
budget recommendations on page 4).
ABOUT KANOPY
Kanopy is a video streaming platform for libraries serving communities with one of the largest and finest
collections of films in the world. The powerful user experience is on par with the best consumer solutions.
Globally, online video is the fastest growing resource for entertainment and education, and with Kanopy, public
libraries have the opportunity to offer patrons a convenient solution for accessing thousands of films that not
only entertain, but that also educate, enlighten, and inspire.
Rebecca Near, Collection Services Coordinator at Grand Rapids Public Library notes, "Kanopy's range of
independent, foreign language, classic, and documentary films is tremendous and creates a wonderful
complement to our physical collection."
Lynda Perez, Senior Librarian of New York Public Library notes, "1 think we need to have things like this in order
to keep up. Having a service like this makes us more relevant."' The New York Times calls Kanopy "the awe-
inspiring streaming gold mine... a garden of cinematic delight' and asks "why do libraries offer Kanopy?
Because libraries are awesome, that's why?"' While Forbes describes Kanopy as "one of the most unique and
compelling film collections in the world."
Some of the key features of Kanopy -
1) Over 30,000 films that are entertaining and educational
Kanopy's unrivaled collection features over 30,000 films — one of the largest film databases for libraries globally,
Our films come from over 1,000 top producers and distributors such as Janus Films (Criterion Collection),
Frederick Wiseman ("Ex Libris"), Magnolia Pictures, Paramount Pictures (we're quite selective with respect to
Hollywood studio movies), Weston Woods, GKIDS, Women Make Movies, The Great Courses, PBS, Kino Lorber,
Samuel Goldwyn Films, and many more. Over 60% of Kanopy's content is exclusive and only available on
Souc`'e0
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Agreement No. 6006
Kanopy. Kanopy sees dozens of new releases launched weekly (approx. 150-200 per month), ensuring the
collection is fresh with relevant and current content. You can browse our collection online at www.kanopy.com.
Kanopy's collection is incredibly unique. Kanopy's motto is "Thoughtful Entertainment" and we profile major
films that not only entertain, but also educate, enlighten and inspire. We do this to ensure that our solution
strongly aligns to and contributes to the missions of libraries. The mission of New York Public Library, for
example, is "to inspire lifelong learning, advance knowledge, and strengthen our communities" — an objective
into which our content strategy directly dovetails.
Some key genres include:
• Documentaries: Over 15,000 documentaries on all topics from the environment to race and social
justice, such as Oscar-nominee'I Am Not Your Negro.' We also have popular lighter dots such as the
'Kedi.'
• Foreign films: over 2,000 foreign films in 180 languages to ensure libraries are able to service their
diverse communities (for over 20% of the population, English is a second language)
• Movies: Over 9,000 movies including great selection of early cinema (e.g. Charlie Chaplin, Bicycle
Thieves'), more recent classics such as 'Harold and Maude' or'Ordinary People,' indie film (e.g.'2 Days
in Paris', 'Hunt for the Wilderpeople'), and cult classics (e.g. 'Donnie Darko').
• Learning cinema: including the Great Courses collection, over 1,500 K-12 curriculum films, career
development films, language learning, and lifestyle content (yoga, cooking, etc)
• Local content: the collection's breadth provides access to a wide array of films from local filmmakers
and on issues of local and regional relevance
• Kanopy Kids: A tightly curated collection of the best programs for children aged 2-12, launched in
partnership with Common Sense Media, the leading rating/review source for parents. We're committed
to releasing kids' films by and about underrepresented communities including immigrants and other
marginalized people.
2) Public Performance/Group Showing Rights
Films come with group showing rights to ensure that the library can meet some of the most important use cases
for the films, including library and community programming events. For example, Kanopy can be used at
schools, churches, JCCs, schools, and other community centers for offsite public events.
3) Working with over 4,000 libraries
• We work with over 4,000 libraries across the globe and over 3,000 in North America including larger
systems (Los Angeles, New York, Seattle, Harris County, New Orleans, San Francisco, Baltimore, Kings
County, etc) as well as many smaller libraries (our smallest library has a population of under 500 people)
• You can see Los Angeles' profile for Kanopy here (httr)://www,IaDl.org/kanoov) and the LA Weekly rated
Kanopy the best video solution in their library - "LA public library offers two services for streaming films.
The better one is Kanopy".3
• We are the first dedicated video streaming solution launched in the NYC boroughs. Indiewire calls
Kanopy NYPL's "best kept secret"'
• In a 2017 Library Journal Survey of over 300 libraries, Kanopy was rated "the most valuable streaming
platform"'
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Agreement No. 6006
4) Most Powerful Technology
Kanopy incorporates the most powerful streaming technologies and was voted Best Database for 2016 by the
Library Journal`:
Apps: Kanopy supports more apps than any library vendor in the World and is the only platform globally
with a Roku app (the #1 TV connected device in North America). We support apps for all other major
devices such as 105 (ipad, iphone), Android (Galaxy), Apple TV, AirPlay, Chromecast, etc
Accessibility: Kanopy is the only platform to meet full accessibility standards — (1) all films have captions
and transcripts; (2) we are compatible with visual impairment technologies; and (3) we provide special
disability settings for patrons.' Over 18% of the population suffers from hearing and visual impairments
Features: Patrons also have "power user" features to engage with films on a heightened level (e.g. tools
to create clips / pfaylists and watchlists, embed films, field recommendations and more)
5) Great Administrative Features
Kanopy provides libraries with free mart records for all films and a powerful Dashboard to log into anytime to
monitor live usage, download over 30 usage reports, and manage access and acquisitions.
OUR MODEL
With no platform fees or upfront payments or commitments, Kanopy operates a unique usage -driven model
(pay per use or PPU) for public libraries that works as follows:
• Free set up and design control:
o You design your collection. Most libraries open the entire collection but you can select all or
the exact films you wish to provide access for and customize your user website
o You design your program — set any budget, set any user caps, decide if you wish to deposit
funds or pay via monthly invoices
o No platform fees or upfront payments or commitments
A usage driven payment model:
o We only charge for user "play credits", which are incurred when users actually watch —we
do not charge for borrows, holds or checkouts
o A play credit is a 3-day rental of the film (allowing the patron to watch the film unlimited
times on different devices within 72 hours)
o Our play credits have a maximum charge of $2, which is 50% below average and includes
the group showin ri hts
o We invoice you monthly for the play credits incurred that month
Full control and flexibility:
o You can monitor usage and budget live from your sophisticated Admin Dashboard
o You have full control throughout the yearto adapt and change your program anytime (no
annual lock in) — turn off or change your caps or content selection
o Should you wish to turn off or pause your PPU program at any time during the year— we can
work with you on content options for that period
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Why does our PPU model make sense for libraries?
1) No risk and redundant fees: no annual contracts, no set up or platform fees, and no upfront payments —
you simply launch your program and only pay for value and can adapt anytime
2) Guaranteed value and lowest cost: a max cost per use (not circulation) of $2 which is over 50% below
all other platforms including home video, and also includes group showing rights for programming
3) Breadth of content: Open access to over 30,000 diverse films and get immediate access to all new
releases (500 per month) to ensure you can meet the diverse and changing demand — especially for the
long tail content which is difficult to deliver to the community
4) A model that makes sense for film: because 1) full length and "long -tail" films and documentaries are
geared toward broad and methodical usage (vis-h-vis audiobook resources); and 2) it is the only model
that allows us to unlock film rights for most films (transactional film rights (NOD) are much more
readily available than subscription (5VOD) rights)
5) Strong community outcomes: our database boasts the largest collection of foreign and documentary
films globally to ensure we drive learning, not just entertainment, outcomes and the programming rights
support effective community events
6) Patrons love it: the breadth of content including popular and long tail content with no waiting lines or
confusion
SUGGESTED PROPOSAL BASED ON ACTIVE BORROW COUNT OF 16.441
Demand is driven by a number of factors and will depend largely upon (1) your program decisions (user caps,
content selections), (2) the size of your population, (3) their appetite for our content, and (4) your approach to
rolling out the program.
Generally speaking, a library of your size and profile rolling out our program with the full Kanopy database
would set the annual buffet cap to (indicative and depending on how you elect to design and roll out your
program):
• $1200-1500: pla>> credits user cap 15 per patron per month
• $1600-2000: play credits user cap / 7 per patron per month
• $2400-3000: play credits user cap / 10 per patron per month
• $3500-4000.- play credits user cap / 15 per patron per month
Please let me know if you have any questions or feedback. We look forward to hearing of your feedback on this
proposal.
Best Regards,
Bryan Messersmith
Account Executive, Kanopy
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